Common use of The Assignor Clause in Contracts

The Assignor. (i) represents that as of the date hereof, its Revolving Commitment is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party or the performance or observance by the Borrower or any other Obligated Party of any of their obligations under the Agreement or any other Loan Document; and (iv) attaches the Notes held by the Assignor and requests that the Agent exchange such Notes for new Notes payable to the order of (A) the Assignee in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned to the Assignee pursuant hereto, as applicable, and (B) the Assignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified above.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the aggregate outstanding Letter principal amount of the Revolving Credit Liabilities Facility A Loans owing to it (including participations purchased pursuant without giving effect to the Credit Agreementassignments thereof that have not yet become effective) held by it is $____________, ; (ii) represents and warrants that as of the outstanding Swingline Loans date hereof its Revolving Credit Facility B Commitment (including participations purchased pursuant without giving effect to the Credit Agreementassignments thereof that have not yet become effective) held by it is $____________, and the aggregate outstanding principal balance amount of its Term Loan Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet become effective) is $____________ (all as unreduced by any assignments which have not yet become effective); (iiiii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is free and clear of any adverse claim; (iv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with with, or as to the validity or enforceability of, the Credit Agreement or any other Loan Document instrument or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claimdocument furnished pursuant thereto; (iiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any Obligated Party direct or indirect Subsidiary of the Company or the performance or observance by the Borrower Company or any other Obligated Party direct or indirect Subsidiary of any the Company of their respective obligations under the Credit Agreement or any other Loan Documentinstrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (ivvi) attaches the Notes held by Revolving Credit Facility A Note and the Assignor Revolving Credit Facility B Note referred to in paragraph 1 above and requests that the Administrative Agent exchange such Notes notes for new Notes a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amounts of $________ and $________, respectively, payable to the order of (A) the Assignee and a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in the principal amounts equal of $___________ and $___________, respectively, payable to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount order of the Loans assigned to the Assignee pursuant hereto, as applicable, and (B) the Assignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified aboveAssignor.

The Assignor. (i) represents that and warrants as of the date hereof, its Revolving Commitment is $_____________, hereof that [the outstanding principal balance amount of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Tranche A Loan is $_______] [the outstanding principal amount of its Tranche B Loan is $_____ ___] [and] [the outstanding principal amount of its Tranche C Loan is $_______] (all as unreduced by any without giving effect to assignments thereof which have not yet become effective); (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement or any other Loan Credit Document or the execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of the Credit Agreement or any other Loan Credit Document, or any other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claiminstrument or document furnished pursuant thereto; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party Credit Parties or the performance or observance by the Borrower or any other Obligated Credit Party of any of their its obligations under the Agreement Credit Agreement, any other Credit Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Notes held by the Assignor referred to in paragraph 1 above, and requests that the Agent Borrower exchange such the Notes for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the Loans assigned or the portion of the Loans retained by the Assignor), consisting of a [Tranche A Note in the principal amount of $______________], [a Tranche B Note in the principal amount of $______________], [and] [a Tranche C Note in the principal amount of $_____________], ------------------- * Specify percentage to no more than 4 decimal points. payable to the order of (A) the Assignee Assignee, and a [Tranche A Note in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of $___________], [a Tranche B Note in the Loans assigned principal amount of $______________], [and] [a Tranche C Note in the principal amount of $___________], payable to the Assignee pursuant hereto, as applicable, and (B) order of the Assignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified aboveAssignor.

The Assignor. (i) represents that and warrants as of the date hereof, hereof that its Revolving Commitment (without giving effect to assignments thereof which have not yet become effective) is $_____% of _____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) represents and warrants that it is the legal and beneficial owner of the interest it is assigning hereunder; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in by or in connection with the Credit Agreement or any other Loan Document or Financing Agreement, the execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of the Credit Agreement or Financing Agreement, any other Loan Document, or any other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claiminstrument or document furnished pursuant thereto; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party Borrowers or the performance or observance by the Borrower or any other Obligated Party Borrowers of any of their obligations under the Agreement Financing Agreement, any other Loan Document or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Notes held by the Assignor referred to in paragraph 1 above, and requests that the Administrative Agent exchange each such Notes Note for new Notes (appropriately dated so that no loss of interest accrued prior to the Effective Date shall result with respect to the portion of the -------------- * Specify percentage to no more than 4 decimal points. Loans assigned or the portion of the Loans retained by the Assignor), consisting of a Term Note in the principal amount of $__________, payable to the order of (A) the Assignee Assignee, a Term Note in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $____________ payable to the Assignee pursuant heretoorder of the Assignor, as applicablea Revolving Credit Note in the principal amount of $_________, payable to the order of the Assignee, and (B) a Revolving Credit Note in the Assignor in amounts equal principal amount of $____________ payable to the Commitments and Loans retained by order of the Assignor under the Credit Agreement, as specified aboveAssignor.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Commitment (without giving effect to assignments thereof which have not yet become effective) is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) makes no representation or warranty represents and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representations or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or any Related Document furnished pursuant thereto; (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party guarantor or the performance or observance by the Borrower or any other Obligated Party guarantor of any of their obligations under the Credit Agreement or any other Loan Document; Related Document furnished pursuant thereto, and (ivv) attaches the Notes held by the Assignor and requests that the Agent exchange such Notes for [new Notes Notes, dated __________, 19__, in the principal amount of $___________ (Revolving Note), payable to the order of (A) the Assignee Assignee] [new Notes dated ______________, 19__, in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $_________ (Revolving Note), payable to the order of the Assignor]. 3. The Assignee pursuant hereto(i) confirms that it has received a copy of the Credit Agreement, together with copies of such other documents and information as applicableit has deemed appropriate to make its own credit analysis and decision to enter this Assignment and Acceptance; (ii) agrees that it will, independently and (B) without reliance upon the Agent, the Issuing Lender, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in amounts equal to the Commitments and Loans retained by the Assignor taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender; (v) specifies as its Lending Office for Base Rate Loans (and address for notices) and Lending Office for Eurodollar Loans the offices set forth beneath its name on the signature page hereof; and (vi) represents and warrants that it is an Eligible Assignee as such term is defined in the Credit Agreement. 4. The effective date for this Assignment and Acceptance shall be _______________ (the "Assignment Effective Date")./1/ Following the execution of this Assignment and Acceptance, it will be delivered to the Agent for acceptance and recording by the Agent. 5. Upon such acceptance and recording, as specified aboveof the Assignment Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement. 6. Upon such acceptance and recording, from and after the Assignment Effective Date, the Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Assignment Effective Date directly between themselves. -------------------- /1/ Such date shall be at least two (2) Business Days after the execution of this Assignment and Acceptance. 7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the internal laws of the State of New York . [NAME OF ASSIGNOR] By: ______________________________ Name:______________________________ Title:_____________________________ [NAME OF ASSIGNEE] By: ______________________________ Name:______________________________ Title:_____________________________ Lending Office (Base Rate Loans) (and address for notices) [Address] Lending Office (Eurodollar Rate Loans): [Address] Accepted this _____ day of ______________, 19__ BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Agent By: _________________________ Name:________________________ Title:_______________________ EXHIBIT L-1 FORM OF CONFIRMATION OF NEW LENDER ----------------------------------

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit Commitment is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant without giving effect to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which thereof that have not yet become effective)) is $ , and the aggregate outstanding principal amount of the Revolving Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $ ; (ii) represents and warrants that as of the date hereof its Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $ , and the aggregate outstanding principal amount of the Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $ ; (iii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is free and clear of any adverse claim; (iv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document instrument or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claimdocument furnished pursuant thereto; (iiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any Obligated Party Subsidiary of the Company or the performance or observance by the Borrower Company or any other Obligated Party Subsidiary of any the Company of their respective obligations under the Credit Agreement or any other Loan Documentinstrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (iv) attaches the Notes held by Revolving Credit Note and the Assignor Term Note referred to in paragraph 1 above and requests that the Agent exchange such Notes notes for new Notes a Revolving Credit Note and a Term Note each dated the Effective Date in the principal amount of $ and $ respectively and each payable to the order of (A) Assignee and a Revolving Credit Note and a Term Note each dated the Assignee Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $ and $ respectively and each payable to the Assignee pursuant hereto, as applicable, and (B) the Assignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified aboveAssignor.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Term and Revolving Commitment is (without giving effect to assignments thereof that have not yet become effective) are $__________ and $__________, respectively, and the aggregate outstanding principal amount of Term and Revolving Loans owing to it (without giving effect to assignments thereof that have not yet become effective) are $___, the outstanding principal balance of its Revolving Loans is _______ and $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective)respectively; (ii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document instrument or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than that it is the legal document furnished pursuant thereto; and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iiiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated other Loan Party or the performance or observance by the Borrower or any other Obligated Loan Party of any of their its obligations under the Credit Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Term and Revolving Notes held by the Assignor referred to in paragraph 1 above and requests that the Administrative Agent exchange such Notes for new Notes as follows: (y) a Term Note dated the Effective Date (as such term is defined below) in the principal amount of $__________ payable to the order of (A) the Assignee and a Term Note dated the Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $ __________ payable to the Assignee pursuant hereto, as applicableorder of the Assignor, and (Bz) a Revolving Note dated the Assignor Effective Date in amounts equal the principal amount of $_________ payable to the Commitments order of the Assignee and Loans retained by a Revolving Note dated the Assignor under Effective Date in the Credit Agreement, as specified aboveprincipal amount of $_________ payable to the order of the Assignor.

The Assignor. (i) represents and warrants that as of the date hereof, Effective Date its Tranche A Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________, its Tranche B Revolving Credit Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________, the aggregate outstanding principal balance amount of its Revolving Tranche A Credit Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________, and the aggregate outstanding Letter principal amount of Tranche B Credit Liabilities Loans owing to it (including participations purchased pursuant without giving effect to the Credit Agreementassignments thereof that have not yet become effective) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) makes no representation or warranty represents and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Obligated other Loan Party or the performance or observance by the Borrower Borrowers or any other Obligated Loan Party of any of their respective obligations under the Loan Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Notes held by the Assignor referred to in paragraph 1 above and requests that the Agent exchange such Notes for new Notes as follows: [a Tranche A Note dated the Effective Date (as such term is defined below) in the principal amount of $________ payable to the order of (A) the Assignee Assignee, a Tranche B Note dated the Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $________ payable to the Assignee pursuant heretoorder of the Assignee, as applicablea Tranche A Note in the principal amount of $________ payable to the order of the Assignor, and (B) a Tranche B Note dated the Assignor Effective Date in amounts equal the principal amount of $_________ payable to the Commitments and Loans retained by order of the Assignor under the Credit Agreement, as specified aboveAssignor].

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit Facility A Commitment (without giving effect to assignments thereof that have not yet become effective) is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the aggregate outstanding Letter principal amount of the Revolving Credit Liabilities Facility A Loans owing to it (including participations purchased pursuant without giving effect to the Credit Agreementassignments thereof that have not yet become effective) held by it is $____________; (ii) represents and warrants that as of the date hereof, the outstanding Swingline Loans its Revolving Credit Facility B Commitment (including participations purchased pursuant without giving effect to the Credit Agreementassignments thereof that have not yet became effective) held by it is $____________, and the aggregate outstanding principal balance amount of its Term Loan Revolving Credit Facility B Loans owing to it (without giving effect to the assignments thereof that have not yet became effective) is $____________ (all as unreduced by any assignments which have not yet become effective); (iiiii) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder, and that such interest is free and clear of any adverse claim; (iv) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document instrument or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claimdocument furnished pursuant thereto; (iiiv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Company or any Obligated Party direct or indirect Subsidiary of the Company or the performance or observance by the Borrower Company or any other Obligated Party direct or indirect Subsidiary of any the Company of their respective obligations under the Credit Agreement or any other Loan Documentinstrument or document furnished pursuant thereto or the enforceability of any such agreement, instrument or document; and (ivvi) attaches the Notes held by Revolving Credit Facility A Note and the Assignor Revolving Credit Facility B Note referred to in paragraph 1 above and requests that the Agent exchange such Notes note for new Notes a Revolving Credit Facility A Note and a Revolving Credit Facility B Note dated the Effective Date in the principal amounts of $_____________ and $________, respectively payable to the order of (A) the Assignee and a Revolving Credit Facility A Note and a Revolving Credit Facility B Note each dated the Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $________________ and $___________ respectively and each payable to the Assignee pursuant hereto, as applicable, and (B) order of the Assignor in amounts equal to the Commitments and Loans retained by the Assignor under the Credit Agreement, as specified aboveAssignor.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Credit and Term Loan Commitment (without giving effect to assignments thereof that have not yet become effective) is $___________ and the aggregate outstanding principal amount of Revolving Credit Loans and Term Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $_____________, the outstanding principal balance of its Revolving Loans is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective); (ii) makes no representation or warranty represents and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower or any Obligated Party other Person or the performance or observance by the Borrower or any other Obligated Party Person of any of their its obligations under the Loan Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Notes held by the Assignor referred to in paragraph 1 above and requests that the Agent exchange such Notes for new Notes as follows: [a Revolving Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $_______________ payable to the order of (A) the Assignee Assignee, a Revolving Credit Note dated the Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $________________ payable to the Assignee pursuant heretoorder of the Assignor, as applicable, and (B) a Term Note dated the Assignor Effective Date in amounts equal the principal amount of $_________________ payable to the Commitments order of the Assignee and Loans retained by a Term Note dated the Assignor under Effective Date in the Credit Agreement, as specified aboveprincipal amount of $________________ payable to the order of the Assignor.]

The Assignor. (i) represents that as of the date hereof, its Revolving Credit Commitment is $______________________ and the outstanding principal of its Advances, if any, under its Revolving Credit Commitment is $_________________________, the outstanding principal amount of its Term Loan A Commitment, if any, is $______________________, the outstanding principal balance of its Revolving Loans Advances under its Term Loan A Commitment, if any, is $_____________, and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its Term Loan is $____________ (all as unreduced by any assignments which have not yet become effective), its Term Loan B Commitment, if any, is $__________________, and the outstanding principal balance of its Advances under the Term Loan B Commitment, if any, is $________________________; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Loan Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, sufficiency or value of the Credit Loan Agreement or any other Loan Document, other than that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrower, any Guarantor or any other Obligated Party or the performance or observance by the Borrower Borrower, any guarantor or any other Obligated Party of any of their obligations under the Agreement or any other Loan Document; and (iv) attaches the Notes held by the Assignor and requests that the Administrative Agent exchange such Notes for new Notes payable to the order of (A) the Assignee in amounts an amount equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned to the Assignee pursuant hereto, as applicable, and (B) the Assignor in amounts an amount equal to the Commitments and Loans Commitments, if any, retained by the Assignor under the Credit Loan Agreement, respectively, as specified above.

The Assignor. (i) represents and warrants that as of the date hereof, hereof its Revolving Total Commitment (without giving effect to assignments thereof that have not yet become effective) is $__________ ($____, _____ representing its Term Commitment and $__________ representing its Revolving Credit Commitment) and the aggregate outstanding principal balance amount of its Revolving Loans owing to it (without giving effect to assignments thereof that have not yet become effective) is $__________ ($____, _____ in Credit Loans and the outstanding Letter of Credit Liabilities (including participations purchased pursuant to the Credit Agreement) held by it is $____________, the outstanding Swingline Loans (including participations purchased pursuant to the Credit Agreement) held by it is $____________, and the outstanding principal balance of its _ in Term Loan is $____________ (all as unreduced by any assignments which have not yet become effectiveLoans); (ii) makes no representation or warranty represents and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency, or value of the Credit Agreement or any other Loan Document, other than warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder hereunder, and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other instrument or document furnished pursuant thereto; and (iv) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower Borrowers or any Obligated 128 other Loan Party or the performance or observance by the Borrower Borrowers or any other Obligated Loan Party of any of their respective obligations under the Loan Agreement or any other Loan Documentinstrument or document furnished pursuant thereto; and (ivv) attaches the Notes held by the Assignor Restated Note(s) referred to in paragraph 1 above and requests that the Agent exchange such Notes Restated Note(s) for new Notes Restated Note(s) as follows: [a Restated Credit Note dated the Effective Date (as such term is defined below) in the principal amount of $________ payable to the order of (A) the Assignee Assignee, a Restated Credit Note dated the Effective Date in amounts equal to the Commitments assumed by the Assignee pursuant hereto and the outstanding principal amount of the Loans assigned $_________ payable to the Assignee pursuant heretoorder of the Assignor, as applicable, and (B) a Restated Term Note dated the Assignor Effective Date in amounts equal the principal amount of $_________ payable to the Commitments order of the Assignee and Loans retained by a Restated Term Note dated the Assignor under Effective Date in the Credit Agreement, as specified aboveprincipal amount of $_________ payable to the order of the Assignor.]